exv10w2



 





Exhibit 10.2




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of July 22, 2004 (the
“Amendment”) is entered into among Quanta Services, Inc., a Delaware
corporation (the “Borrower”), each of the parties identified as “Guarantors” on
the signature pages hereto (the “Guarantors”), the Lenders party hereto and
Bank of America, N.A., as Administrative Agent, Swing Line Lender, L/C Issuer
and Credit-Linked L/C Issuer (in such capacity, the “Administrative Agent”).
All capitalized terms used herein and not otherwise defined herein shall have
the meanings given to such terms in the Credit Agreement (as defined below).



RECITALS




     WHEREAS, the Borrower, the Guarantors, the Lenders and the Administrative
Agent entered into that certain Credit Agreement dated as of December 19, 2003
(as amended and modified from time to time, the “Credit Agreement”); and



     WHEREAS, the Borrower has requested and the Lenders have agreed to amend
certain terms of the Credit Agreement as set forth below;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



     1. Amendments. Effective on June 30, 2004, the Credit Agreement is hereby
amended as follows:




     (a) The following definitions are hereby added to Section 1.01 in
the appropriate alphabetical order and shall read as follows:




          “Applicable Credit-Linked Rate” means (a) 3.00% at such time
as the senior secured (non-credit enhanced) debt rating of the
Borrower is at least (i) Ba3 from Moody’s and (ii) BB- from S&P or
(b) 3.25% at such time as the senior secured (non-credit enhanced)
debt rating of the Borrower is lower than (i) Ba3 from Moody’s or
(ii) BB- from S&P.




          “Applicable Term Loan Rate” means (a) 3.00% at such time as
the senior secured (non-credit enhanced) debt rating of the
Borrower is at least (i) Ba3 from Moody’s and (ii) BB- from S&P or
(b) 3.25% at such time as the senior secured (non-credit enhanced)
debt rating of the Borrower is lower than (i) Ba3 from Moody’s or
(ii) BB- from S&P.




          “Consolidated Maintenance Capital Expenditures” means, for any
period, for the Borrower and its Subsidiaries on a consolidated
basis, the lesser of (a) actual Consolidated Capital Expenditures
for such period and (b) $40,000,000.




     (b) The definition of “Consolidated EBIT” in Section 1.01 is hereby
amended in its entirety to read as follows:




          “Consolidated EBIT” means, for any period, for the Borrower
and its Subsidiaries on a consolidated basis, an amount equal to
Consolidated Net Income for such period plus the following to the
extent deducted in calculating such Consolidated



 









 






Net Income: (a) Consolidated Interest Expense for such period, (b)
the provision for taxes based on income or revenues payable by the
Borrower and its Subsidiaries for such period, (c) without
duplication, the Permitted Charges for such period and (d) without
duplication, Non-Cash Charges for such period, as determined in
accordance with GAAP.




     (c) The definition of “Consolidated Interest Coverage Ratio” in
Section 1.01 is hereby amended in its entirety to read as follows:




          “Consolidated Interest Coverage Ratio” means, as of any date
of determination, the ratio of (a) the sum of (i) Consolidated
EBITDA for the period of the four fiscal quarters most recently
ended for which the Borrower has delivered financial statements
pursuant to Section 7.01(a) or (b) minus (ii) Consolidated
Maintenance Capital Expenditures for the period of the four fiscal
quarters most recently ended for which the Borrower has delivered
financial statements pursuant to Section 7.01(a) or (b) to (b) the
sum of (i) Consolidated Interest Expense for the period of the four
fiscal quarters most recently ended for which the Borrower has
delivered financial statements pursuant to Section 7.01(a) or (b)
minus (ii) all interest expense attributable to capitalized loan
costs and the amount of fees paid in connection with the issuance
of letters of credit on behalf of the Borrower or any Subsidiary
during such period.




     (d) The last sentence in the definition of “Default Rate” is hereby
amended in its entirety to read as follows:




For purposes of this definition, the “Applicable Rate” with respect
to (a) any Term Loan shall be deemed to be the Applicable Term Loan
Rate per annum and (b) any Credit-Linked L/C Advance shall be
deemed to be the Applicable Credit-Linked Rate per annum.




     (e) The definition of “Permitted Charges” in Section 1.01 is hereby
amended in its entirety to read as follows:




          “Permitted Charges” means, for any period, the sum of (a)
lease termination expenses and severance costs not exceeding
$5,000,000 in the aggregate which relate to the organizational
restructuring of the Borrower and its Subsidiaries, plus the
amounts attributable to written off loan costs and any make whole
amounts plus (b) those costs and expenses of the Borrower
identified on Schedule 1.01(c) attached hereto to the extent
incurred during such period plus (c) any fees paid to BAS, the
Administrative Agent or the Lenders in connection with any
amendment of this Agreement during such period to the extent such
fees are deducted from net income plus (d) any reserves, costs and
other liabilities described in the separate letter agreement, dated
the date of this Amendment, between the Administrative Agent and
the Loan Parties (which letter agreement has been posted on
Intralinks for the review of the Lenders).





     (f) The reference to “Section 2.05” in Section 2.04(a) is hereby
amended to read as “Section 2.07”.




     (g) The first sentence in Section 2.05(k) is hereby amended in its
entirety to read as follows:




The Borrower shall pay to the Administrative Agent for the account
of each Credit-Linked Lender in accordance with its Pro Rata Share,
a fee (the “Credit-Linked Facility



2









 






Fee”) equal to the Applicable Credit-Linked Rate times the actual
daily amount of such Credit-Linked Lender’s Credit-Linked Deposit.




     (h) Section 2.10(b)(i) is hereby amended in its
entirety to read as follows:




          (i) Subject to the provisions of subsection (ii) below, (A)
each Term Loan that is a Eurodollar Loan shall bear interest on the
outstanding principal amount thereof for each Interest Period at a
rate per annum equal to the sum of (I) the Eurodollar Rate for such
Interest Period plus (II) the Applicable Term Loan Rate and (B)
each Term Loan that is a Base Rate Loan shall bear interest on the
outstanding principal amount thereof from the applicable borrowing
date at a rate per annum equal to the Base Rate plus the Applicable
Term Loan Rate.




     (i) Sections 2.10(c)(i) and (ii) are hereby amended
in their entireties to read as follows:




          (i) Each Credit-Linked L/C Borrowing shall bear interest on
the outstanding principal amount thereof (A) from and including the
applicable Credit-Linked L/C Borrowing date to and excluding the
date six (6) Business Days thereafter at an interest rate per annum
equal at all times to the Base Rate plus the Applicable
Credit-Linked Rate, and (B) from and including the sixth Business
Day after the applicable Credit-Linked L/C Borrowing date at an
interest rate per annum equal at all times to the Default Rate.




          (ii) Each Credit-Linked L/C Advance shall bear interest on the
outstanding principal amount thereof for each Interest Period at a
rate per annum equal to the sum of (A) the Eurodollar Rate for such
Interest Period plus (B) the Applicable Credit-Linked Rate.




     (j) The following subclause (e) is hereby added after subclause (d)
in Section 7.03 of the Credit Agreement and shall read as follows:




     (e) Promptly (and in any event within 5 Business Days) notify the
Administrative Agent of any change in the senior secured (non-credit
enhanced) debt rating of the Borrower.




     (k) The reference to “Section 7.15(a), (b) and (c)” in clause (x) of
Section 7.12(b) is hereby amended to read as “Sections 7.15(a) and (b)”.




     (l) The reference to “Section 7.15(a), (b) and (c)” in Section 7.14
is hereby amended to read as “Sections 7.15(a) and (b)”.




     (m) The word “to” is hereby inserted in the fifth line of Section
7.15(b) between the word “pledged” and the words “the Administrative
Agent”.




     (n) The word “not” is hereby inserted in Section 8.03(h) between the
word “amount” and the word “to”.




     (o) Section 8.11(b) is hereby amended in its entirety to read as
follows:




          (b) Consolidated Leverage Ratio. Permit the Consolidated
Leverage Ratio as of the end of any fiscal quarter of the Borrower
to be greater than (i) for the fiscal quarter ending June 30, 2004,
5.75:1.0, (ii) for any fiscal quarter ending during the period



3









 






from July 1, 2004 to and including September 30, 2004,
6.25:1.0, (iii) for any fiscal quarter ending during the period
from October 1, 2004 to and including March 31, 2005, 5.0:1.0, (iv)
for any fiscal quarter ending during the period from April 1, 2005
to and including September 30, 2005, 4.75:1.0, (v) for any fiscal
quarter ending during the period from October 1, 2005 to and
including March 31, 2006, 4.5:1.0, (vi) for any fiscal quarter
ending during the period from April 1, 2006 to and including
September 30, 2006, 4.0:1.0 and (vii) for any fiscal quarter ending
after October 1, 2006, 3.5:1.0.




     (p) Section 8.11(d) is hereby amended in its entirety to read as follows:




          (d) Consolidated Interest Coverage Ratio. Permit the
Consolidated Interest Coverage Ratio as of the end of any fiscal
quarter of the Borrower to be less than (i) for any fiscal quarter
ending during the period from June 30, 2004 to and including
December 31, 2004, 1.5:1.0, (ii) for any fiscal quarter ending
during the period from January 1, 2005 to and including June 30,
2005, 1.75:1.0, (iii) for any fiscal quarter ending during the
period from July 1, 2005 to and including March 31, 2006, 2.0:1.0
and (iv) for any fiscal quarter ending after April 1, 2006,
2.25:1.0.



     2. Conditions Precedent. This Amendment shall be effective immediately,
without any other action by any of the parties hereto, upon satisfaction of the
following conditions precedent:




     (a) Receipt by the Administrative Agent of counterparts of this
Amendment duly executed by the Borrower, the Guarantors, the Lenders
holding a majority of the Revolving Commitments, the Required Lenders and
the Administrative Agent;




     (b) Receipt by the Administrative Agent (i) for the account of each
Lender delivering an executed counterpart of this Amendment to the
Administrative Agent of an amendment fee equal to twenty five basis
points (0.25%) of the sum of (A) such Lender’s Revolving Commitment and
(b) such Lender’s Credit-Linked Commitment and (ii) any other fees and
expenses payable by the Borrower in connection with this Amendment; and




     (c) Receipt by the Administrative Agent of the letter agreement
executed by the Administrative Agent and the Loan Parties referenced in
the definition of Permitted Charges in the Credit Agreement.



     3. Miscellaneous.




     (a) The Credit Agreement, as amended by this Amendment, and the
obligations of the Loan Parties thereunder and under the other Loan
Documents, are hereby ratified and confirmed and shall remain in full
force and effect according to their terms.




     (b) Each Guarantor (a) acknowledges and consents to all of the terms
and conditions of this Amendment, (b) affirms all of its obligations
under the Loan Documents and (c) agrees that this Amendment and all
documents executed in connection herewith do not operate to reduce or
discharge its obligations under the Credit Agreement or the other Loan
Documents.




     (c) The Borrower and the Guarantors hereby represent and warrant as
follows:





                    (i) Each Loan Party has taken all necessary action to
authorize the execution, delivery and performance of this
Amendment.



4









 





                    (ii) This Amendment has been duly executed and delivered by
the Loan Parties and constitutes each of the Loan Parties’ legal,
valid and binding obligations, enforceable against such Loan
Parties in accordance with its terms, except as such enforceability
may be subject to (i) bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors’ rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered
in a proceeding at law or in equity).



                    (iii) No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or
governmental authority or third party is required in connection
with the execution, delivery or performance by any Loan Party of
this Amendment, other than those that have already been obtained
and are in full force and effect.



     (d) The Loan Parties represent and warrant to the Lenders that (i)
the representations and warranties of the Loan Parties set forth in
Article VI of the Credit Agreement and in each other Loan Document are
true and correct in all material respects as of the date hereof with the
same effect as if made on and as of the date hereof, except to the extent
such representations and warranties expressly relate solely to an earlier
date, and except that the representations and warranties contained in
subsections (a) and (b) of Section 6.05 of the Credit Agreement shall be
deemed to refer to the most recent financial statements furnished
pursuant to clauses (a) and (b), respectively, of Section 7.01 of the
Credit Agreement, and (ii) after giving effect to this Amendment, no
event has occurred and is continuing which constitutes a Default or an
Event of Default.



                    (e) This Amendment may be executed in any number of counterparts,
each of which when so executed and delivered shall be an original, but
all of which shall constitute one and the same instrument. Delivery of
an executed counterpart of this Amendment by telecopy shall be effective
as an original and shall constitute a representation that an executed
original shall be delivered.



                    (f) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



[remainder of page intentionally left blank]





5









 








     Each of the parties hereto has caused a counterpart of this Amendment to
be duly executed and delivered as of the date first above written.



	 	 	 	 	 
	BORROWER:	 	QUANTA SERVICES, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon


	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President







	 	 	 
	GUARANTORS:

	 	ARBY CONSTRUCTION, INC.
	

	 	AUSTIN TRENCHER, INC.
	

	 	CCLC, INC.
	

	 	CONTI COMMUNICATIONS, INC.
	

	 	CROCE ELECTRIC COMPANY, INC.
	

	 	DILLARD SMITH CONSTRUCTION COMPANY
	

	 	DRIFTWOOD ELECTRICAL CONTRACTORS, INC.
	

	 	GLOBAL ENERCOM MANAGEMENT, INC.
	

	 	GOLDEN STATE UTILITY CO.
	

	 	H.L. CHAPMAN PIPELINE CONSTRUCTION, INC.
	

	 	MANUEL BROS., INC.
	

	 	MEARS GROUP, INC.
	

	 	NETWORK ELECTRIC COMPANY
	

	 	NORTH PACIFIC CONSTRUCTION CO., INC.
	

	 	NORTH SKY COMMUNICATIONS, INC.
	

	 	PARKSIDE SITE & UTILITY COMPANY CORPORATION
	

	 	PARKSIDE UTILITY CONSTRUCTION CORP.
	

	 	PWR FINANCIAL COMPANY
	

	 	QPC, INC.
	

	 	QSI, INC.
	

	 	QUANTA GOVERNMENT SERVICES, INC.
	

	 	QUANTA GOVERNMENT SOLUTIONS, INC.
	

	 	QUANTA LIV ACQUISITION, INC.
	

	 	QUANTA LVII ACQUISITION, INC.
	

	 	QUANTA LVIII ACQUISITION, INC.
	

	 	QUANTA LIX ACQUISITION, INC.
	

	 	QUANTA LX ACQUISITION, INC.
	

	 	QUANTA LXI ACQUISITION, INC.
	

	 	QUANTA LXII ACQUISITION, INC.
	

	 	QUANTA LXIII ACQUISITION, INC.
	

	 	QUANTA LXIV ACQUISITION, INC.
	

	 	QUANTA LXV ACQUISITION, INC.,
	

	 	each a Delaware corporation







	 	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon


	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President







 









 






	 	 	 
	 

	 	QUANTA LXVI ACQUISITION, INC.
	

	 	QUANTA LXVII ACQUISITION, INC.
	

	 	QUANTA LXVIII ACQUISITION, INC.
	

	 	QUANTA LXIX ACQUISITION, INC.
	

	 	QUANTA LXX ACQUISITION, INC.
	

	 	QUANTA LXXI ACQUISITION, INC.
	

	 	QUANTA LXXII ACQUISITION, INC.
	

	 	QUANTA LXXIII ACQUISITION, INC.
	

	 	QUANTA UTILITY INSTALLATION CO., INC.
	

	 	R.A. WAFFENSMITH & CO., INC.
	

	 	SOUTHEAST PIPELINE CONSTRUCTION, INC.
	

	 	SOUTHWESTERN COMMUNICATIONS, INC.
	

	 	SPALJ CONSTRUCTION COMPANY
	

	 	SUMTER UTILITIES, INC.
	

	 	TOM ALLEN CONSTRUCTION COMPANY
	

	 	TTGP, INC.
	

	 	TTLP, INC.
	

	 	TXLP, INC.
	

	 	UNDERGROUND CONSTRUCTION CO., INC.
	

	 	VCI TELCOM, INC.
	

	 	W.C. COMMUNICATIONS, INC.,
	

	 	each a Delaware corporation







	 	 	 	 	 
	

	 	By:



Name:
	 	/s/ Dana A. Gordon


Dana A. Gordon
	

	 	Title:
	 	Vice President








 









 





	 	 	 	 	 
	 	 	ADVANCED TECHNOLOGIES AND INSTALLATION CORPORATION,
ALLTECK LINE CONTRACTORS (USA), INC.

MUSTANG LINE CONTRACTORS, INC.

POTELCO, INC.,

each a Washington corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	BRADFORD BROTHERS, INC.

TTM, INC.,

each a North Carolina corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	COMMUNICATION MANPOWER, INC.

TRAWICK CONSTRUCTION COMPANY, INC.,

each a Florida corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	CROWN FIBER COMMUNICATIONS, INC.,

a Virginia corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	ENVIRONMENTAL PROFESSIONAL ASSOCIATES, LIMITED

W.H.O.M. CORPORATION

each a California corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President







 









 






	 	 	 	 	 
	 	 	FIVE POINTS CONSTRUCTION CO.

MEJIA PERSONNEL SERVICES, INC.

TRANS TECH ACQUISITION, INC.

SOUTHWEST TRENCHING COMPANY, INC.

each a Texas corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	INTERMOUNTAIN ELECTRIC, INC.,

a Colorado corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	IRBY CONSTRUCTION COMPANY,

a Mississippi corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	METRO UNDERGROUND SERVICES, INC. OF ILLINOIS

PROFESSIONAL TELECONCEPTS, INC. (IL)

each an Illinois corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	PAR ELECTRICAL CONTRACTORS, INC.,

a Missouri corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	PROFESSIONAL TELECONCEPTS, INC. (NY),

A New York corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President







 









 






	 	 	 	 	 
	 	 	THE RYAN COMPANY, INC.,

a Massachusetts corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	QDE, LLC

QUANTA ASSET MANAGEMENT LLC

each a Delaware limited liability company
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	QUANTA DELAWARE, INC.,

a Delaware corporation
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	TOTAL QUALITY MANAGEMENT LLC,

a Delaware limited liability company

COAST TO COAST, LLC,

a California limited liability company
	 
	 	 	 	 
	

	 	By:
	 	Environmental Professional Associates,

Limited, Its Member
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President








 










 





	 	 	 	 	 
	 	 	NORTHERN LINE LAYERS, LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	

	 	By:
	 	PAR Electrical Contractors, Inc.,
Its Member
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	TJADER, L.L.C.
	 	 	OKAY CONSTRUCTION COMPANY, LLC
	 	 	each a Delaware limited liability company
	 
	 	 	 	 
	

	 	By:
	 	Spalj Construction Company,
Its Member
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	MEARS/CPG, LLC
	 	 	MEARS ENGINEERING, LLC
	 	 	MEARS/HDD, LLC
	 	 	MEARS SERVICES, LLC
	 	 	each a Michigan limited liability company
	 
	 	 	 	 
	

	 	By:
	 	Mears Group, Inc., The Sole Member of
each of the foregoing limited
liability companies
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	S.K.S. PIPELINERS, LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	

	 	By:
	 	Arby Construction, Inc., Its Member
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President







 









 






	 	 	 	 	 
	 	 	TNS-VA, LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	

	 	By:
	 	Professional Teleconcepts, Inc. (NY)
Its Member
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	AIRLAN TELECOM SERVICES, L.P.
	 	 	NORTH HOUSTON POLE LINE, L.P.
	 	 	LINDSEY ELECTRIC, L.P.
	 	 	DIGCO UTILITY CONSTRUCTION, L.P.
	 	 	each a Texas limited partnerships
	 
	 	 	 	 
	

	 	By:
	 	Mejia Personnel Services, Inc., Its General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	QUANTA SERVICES MANAGEMENT PARTNERSHIP, L.P.
	 	 	QUANTA ASSOCIATES, L.P.
	 	 	each a Texas limited partnerships
	 
	 	 	 	 
	

	 	By:
	 	QSI, Inc., Its General Partnership
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	TRANS TECH ELECTRIC, L.P.,
	 	 	a Texas limited partnership
	 
	 	 	 	 
	

	 	By:
	 	TTGP, Inc., Its General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President







 









 






	 	 	 	 	 
	 	 	PWR NETWORK, LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	

	 	By:
	 	PWR Financial Company, Its Sole Member
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	QUANTA RECEIVABLES, L.P.,
	 	 	a Delaware limited partnership
	 
	 	 	 	 
	 	 	By: PWR Financial Company, Its General Partner
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	Q RESOURCES, LLC,
	 	 	a Delaware limited liability company
	 
	 	 	 	 
	

	 	By:
	 	Quanta Holdings, Inc., its Member
	 
	 	 	 	 
	

	 	By:
	 	/s/ Dana A. Gordon
	

	 	 	 	
 
	

	 	Name:
	 	Dana A. Gordon
	

	 	Title:
	 	Vice President








 










 





	 	 	 	 	 	 	 
	ADMINISTRATIVE	 	BANK OF AMERICA, N.A.,
	AGENT:	 	as Administrative Agent
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ David A. Johanson
	 	 	 	 	
 
	 	 	Name:	 	David A. Johanson
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	LENDERS:	 	BANK OF AMERICA, N.A.,
	 	 	as a Lender, Swing Line Lender, L/C Issuer and Credit-Linked L/C Issuer
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Gary L. Mingle
	 	 	 	 	
 
	 	 	Name:	 	Gary L. Mingle
	 	 	Title:	 	Senior Vice President
	 
	 	 	 	 	 	 
	 	 	FRANKLIN FLOATING RATE TRUST
	 	 	FRANKLIN FLOATING RATE MASTER SERIES
	 	 	FRANKLIN FLOATING RATE DAILY ACCESS FUND
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Tyler Chan
	 	 	 	 	
 
	 	 	Name:	 	Tyler Chan
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	NEW YORK LIFE INSURANCE COMPANY
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ F. David Melka
	 	 	 	 	
 
	 	 	Name:	 	F. David Melka
	 	 	Title:	 	Investment Vice President
	 
	 	 	 	 	 	 
	 	 	NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
	

	 	By:
	 	 	 	New York Life Investment Management LLC,
	

	 	 	 	 	 	Its Investment Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ F. David Melka
	 	 	 	 	
 
	 	 	Name:	 	F. David Melka
	 	 	Title:	 	Director







 









 






	 	 	 	 	 	 	 
	 	 	ELF FUNDING TRUST III
	

	 	By:
	 	 	 	New York Life Investment Management LLC,

As Attorney-In-Fact
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ F. David Melka
	 	 	 	 	
 
	 	 	Name:	 	F. David Melka
	 	 	Title:	 	Director
	 
	 	 	 	 	 	 
	 	 	MOUNTAIN CAPITAL CLO 11 LTD.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Chris Siddons
	 	 	 	 	
 
	 	 	Name:	 	Chris Siddons
	 	 	Title:	 	Director
	 
	 	 	 	 	 	 
	 	 	MOUNTAIN CAPITAL CLO 1 LTD.
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Chris Siddons
	 	 	 	 	
 
	 	 	Name:	 	Chris Siddons
	 	 	Title:	 	Director
	 
	 	 	 	 	 	 
	 	 	ARCHIMEDES FUNDING III, LTD.
	

	 	By:
	 	 	 	ING Capital Advisors LLC,

as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Peanie C. Wang
	 	 	 	 	
 
	 	 	Name:	 	Peanie C. Wang
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	ARCHIMEDES FUNDING IV (CAYMAN), LTD.
	

	 	By:
	 	 	 	ING Capital Advisors LLC,

as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Peanie C. Wang
	 	 	 	 	
 
	 	 	Name:	 	Peanie C. Wang
	 	 	Title:	 	Vice President







 









 






	 	 	 	 	 	 	 
	 	 	ENDURANCE CLO I, LTD.
	

	 	c/o
	 	 	 	ING Capital Advisors LLC,

as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Peanie C. Wang
	 	 	 	 	
 
	 	 	Name:	 	Peanie C. Wang
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	SEQUILS-ING I (HBDGM), LTD.
	

	 	By:
	 	 	 	ING Capital Advisors LLC,

as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Peanie C. Wang
	 	 	 	 	
 
	 	 	Name:	 	Peanie C. Wang
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	ING-ORYX CLO, LTD.
	

	 	By:
	 	 	 	ING Capital Advisors LLC,

as Collateral Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Peanie C. Wang
	 	 	 	 	
 
	 	 	Name:	 	Peanie C. Wang
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	NEMEAN CLO, LTD.
	

	 	By:
	 	ING

as
	 	Capital Advisors LLC,

Investment Manager
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Peanie C. Wang
	 	 	 	 	
 
	 	 	Name:	 	Peanie C. Wang
	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert Mendoza
	 	 	 	 	
 
	 	 	Name:	 	Robert Mendoza
	 	 	Title:	 	Vice President








 










 





	 	 	 	 	 
	 	 	FIRST TRUST/FOUR CORNERS SENIOR

FLOATING RATE INCOME FUND
	 
	 	 	 	 
	 

	 	By:
	 	Four Corners Capital Management, LLC
	

	 	 	 	As Collateral Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Robert I. Bernstein
	

	 	 	
 
	

	 	Name:
	 	Robert I. Bernstein
	

	 	Title:
	 	Chief Credit Officer
	 
	 	 	 	 
	 	 	SECURITY INCOME FUND-INCOME OPPORTUNITY SERIES
	 
	 	 	 	 
	

	 	By:
	 	Four Corners Capital Management, LLC
	

	 	 	 	As Collateral Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Robert I. Bernstein
	

	 	 	
 
	

	 	Name:
	 	Robert I. Bernstein
	

	 	Title:
	 	Chief Credit Officer
	 
	 	 	 	 
	 	 	FIRST TRUST/FOUR CORNERS SENIOR
	 	 	FLOATING RATE INCOME FUND II
	 
	 	 	 	 
	

	 	By:
	 	Four Corners Capital Management, LLC.
	

	 	 	 	As Collateral Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Robert I. Bernstein
	

	 	 	
 
	

	 	Name:
	 	Robert I. Bernstein
	

	 	Title:
	 	Chief Credit Officer
	 
	 	 	 	 
	 	 	LANDMARK III CDO LIMITED
	 
	 	 	 	 
	

	 	By:
	 	Aladdin Capital Management LLC
	

	 	 	 	as Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Angela Bozorgmir
	

	 	 	
 
	

	 	Name:
	 	Angela Bozorgmir
	

	 	Title:
	 	Director







 









 





	 	 	 	 	 
	 	 	LANDMARK II CDO LIMITED
	 
	 	 	 	 
	

	 	By:
	 	Aladdin Capital Management LLC
	

	 	 	 	as Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Angela Bozorgmir
	

	 	 	
 
	

	 	Name:
	 	Angela Bozorgmir
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	LANDMARK I CDO LIMITED
	 
	 	 	 	 
	

	 	By:
	 	Aladdin Capital Management LLC

as Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Angela Bozorgmir
	

	 	 	
 
	

	 	Name:
	 	Angela Bozorgmir
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	GULF STREAM-COMPASS CLO 2003-1 LTD.
	 
	 	 	 	 
	

	 	By:
	 	Gulf Stream Asset Management LLC

as Collateral Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Barry Love
	

	 	 	
 
	

	 	Name:
	 	Barry Love
	

	 	Title:
	 	Chief Credit Officer
	 
	 	 	 	 
	 	 	OAK HILL CREDIT PARTNERS I, Limited
	 
	 	 	 	 
	

	 	By:
	 	Oak Hill CLO Management I, LLC

As Investment Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Scott D. Krase
	

	 	 	
 
	

	 	Name:
	 	Scott D. Krase
	

	 	Title:
	 	Authorized Person
	 
	 	 	 	 
	 	 	OAK HILL CREDIT PARTNERS II, LIMITED
	 
	 	 	 	 
	

	 	By:
	 	Oak Hill CLO Management II, LLC

As Investment Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Scott D. Krase
	

	 	 	
 
	

	 	Name:
	 	Scott D. Krase
	

	 	Title:
	 	Authorized Person







 









 





	 	 	 	 	 
	 	 	OAK HILL CREDIT PARTNERS III, LIMITED
	 
	 	 	 	 
	

	 	By:
	 	Oak Hill CLO Management III, LLC

As Investment Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Scott D. Krase
	

	 	 	
 
	

	 	Name:
	 	Scott D. Krase
	

	 	Title:
	 	Authorized Person
	 
	 	 	 	 
	 	 	HANOVER SQUARE CLO LTD.
	 	 	UNION SQUARE CDO LTD.
	 	 	MONUMENT PARK CDO LTD.
	 
	 	 	 	 
	

	 	By
	 	BLACKSTONE DEBT ADVISORS L.P.
As Collateral Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Dean Criares
	

	 	 	
 
	

	 	Name:
	 	Dean Criares
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	LONG LANE MASTER TRUST IV
	 
	 	 	 	 
	

	 	By:
	/s/ Meredith J. Koslick
	

	 	 	
 
	

	 	Name:
	 	Meredith J. Koslick
	

	 	Title:
	 	Assistant Vice President
	 
	 	 	 	 
	 	 	SEMINOLE FUNDING LLC
	 
	 	 	 	 
	

	 	By:
	/s/ Meredith J. Koslick
	

	 	 	
 
	

	 	Name:
	 	Meredith J. Koslick
	

	 	Title:
	 	Assistant Vice president
	 
	 	 	 	 
	 	 	SAWGRASS TRADING LLC
	 
	 	 	 	 
	

	 	By:
	/s/ Meredith J. Koslick
	

	 	 	
 
	

	 	Name:
	 	Meredith J. Koslick
	

	 	Title:
	 	Assistant Vice President







 









 





	 	 	 	 	 
	 	 	HARCH CLO I, LTD.
	 
	 	 	 	 
	

	 	By:
	/s/ Michael E. Lewitt
	

	 	 	
 
	

	 	Name:
	 	Michael E. Lewitt
	

	 	Title:
	 	Authorized Signatory
	 
	 	 	 	 
	 	 	BLACK DIAMOND CLO 2000-1, LTD.
	 
	 	 	 	 
	

	 	By:
	/s/ Paul Cope
	

	 	 	
 
	

	 	Name:
	 	Paul Cope
	

	 	Title:
	 	Director
	 
	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS III, LTD.
	 
	 	 	 	 
	

	 	By:
	 	Octagon Credit Investors, LLC

as Portfolio Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Andrew D. Gordon
	

	 	 	
 
	

	 	Name:
	 	Andrew D. Gordon
	

	 	Title:
	 	Portfolio Manager
	 
	 	 	 	 
	 	 	OCTAGON INVESTMENT PARTNERS VI, LTD.
	 
	 	 	 	 
	

	 	By:
	 	Octagon Credit Investors, LLC

as Collateral Manager
	 
	 	 	 	 
	

	 	By:
	/s/ Andrew D. Gordon
	

	 	 	
 
	

	 	Name:
	 	Andrew D. Gordon
	

	 	Title:
	 	Portfolio Manager
	 
	 	 	 	 
	 	 	APEX (TRIMARAN) CDO I, LTD.
	

	 	By:
	 	Trimaran Advisors, L.L.C.
	 
	 	 	 	 
	

	 	By:
	/s/ David M. Millison
	

	 	 	
 
	

	 	Name:
	 	David M. Millison
	

	 	Title:
	 	Managing Director







 









 





	 	 	 	 	 
	 	 	DENALI CAPITAL LLC, managing member of DC Funding
Partners, portfolio manager for DENALI CAPITAL CLO III,
LTD., or an affiliate
	 
	 	 	 	 
	

	 	By:
	/s/ John P. Thacker
	

	 	 	
 
	

	 	Name:
	 	John P. Thacker
	

	 	Title:
	 	Chief Credit Officer
	 
	 	 	 	 
	 	 	OPPENHEIMER SENIOR FLOATING RATE FUND
	 
	 	 	 	 
	

	 	By:
	/s/ Lisa Chaffee
	

	 	 	
 
	

	 	Name:
	 	Lisa Chaffee
	

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	HARBOURVIEW, CLO IV, LTD.
	 
	 	 	 	 
	

	 	By:
	/s/ Lisa Chaffee
	

	 	 	
 
	

	 	Name:
	 	Lisa Chaffee
	

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	HARBORVIEW CLO V. LTD.
	 
	 	 	 	 
	

	 	By:
	/s/ Lisa Chaffee
	

	 	 	
 
	

	 	Name:
	 	Lisa Chaffee
	

	 	Title:
	 	Manager
	 
	 	 	 	 
	 	 	IKB CAPITAL CORPORATION
	 
	 	 	 	 
	

	 	By:
	/s/ David Snyder
	

	 	 	
 
	

	 	Name:
	 	David Snyder
	

	 	Title:
	 	President
	 
	 	 	 	 
	 	 	THE SUMITOMO TRUST & BANKING CO., LTD., NEW YORK BRANCH
	 
	 	 	 	 
	

	 	By:
	/s/ Elizabeth A. Quirk
	

	 	 	
 
	

	 	Name:
	 	Elizabeth A. Quirk
	

	 	Title:
	 	Vice President







 









 





	 	 	 	 	 
	 	 	LIGHTPOINT CLO 2004-1, LTD.
	 
	 	 	 	 
	

	 	By:
	/s/ Thomas A. Kramer
	

	 	 	
 
	

	 	Name:
	 	Thomas A. Kramer
	

	 	Title:
	 	Senior Managing Director &

Chief Executive Officer
	 
	 	 	 	 
	 	 	TORONTO DOMININ (New York), INC.
	 
	 	 	 	 
	

	 	By:
	/s/ Michelle Manning
	

	 	 	
 
	

	 	Name:
	 	Michelle Manning
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	FLOATING RATE INCOME STRATEGIES FUND, INC.
	 
	 	 	 	 
	

	 	By:
	/s/ Jamin Patel
	

	 	 	
 
	

	 	Name:
	 	Jamin Patel
	

	 	Title:`
	 	Authorized Signatory
	 
	 	 	 	 
	 	 	NATIONWIDE LIFE INSURANCE COMPANY
	 
	 	 	 	 
	

	 	By:
	/s/ Thomas S. Leggett
	

	 	 	
 
	

	 	Name:
	 	Thomas S. Leggett
	

	 	Title:
	 	Associate Vice President – Public Bonds
	 
	 	 	 	 
	 	 	NATIONWIDE MUTUAL INSURANCE COMPANY
	 
	 	 	 	 
	

	 	By:
	/s/ Thomas S. Leggett
	

	 	 	
 
	

	 	Name:
	 	Thomas S. Leggett
	

	 	Title:
	 	Associate Vice President – Public Bonds
	 
	 	 	 	 
	 	 	NATIONWIDE MUTUAL FIRE INSURANCE COMPANY
	 
	 	 	 	 
	

	 	By:
	/s/ Thomas S. Leggett
	

	 	 	
 
	

	 	Name:
	 	Thomas S. Leggett
	

	 	Title:
	 	Associate Vice President – Public Bonds







 









 





	 	 	 	 	 
	 	 	THE TRAVELERS INSURANCE COMPANY
	 
	 	 	 	 
	

	 	By:
	/s/ John W. Petchler
	

	 	 	
 
	

	 	Name:
	 	John W. Petchler
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	CITICORP INSURANCE AND INVESTMENT TRUST
	 
	 	 	 	 
	

	 	By:
	 	Travelers Asset Management International Company LLC
	 
	 	 	 	 
	

	 	By:
	/s/ John W. Petchler
	

	 	 	
 
	

	 	Name:
	 	John W. Petchler
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	GOLDENTREE LOAN OPPORTUNITIES I, LIMITED
	 
	 	 	 	 
	

	 	By:
	 	GOLDENTREE ASSET MANAGEMENT, LP
	 
	 	 	 	 
	

	 	By:
	/s/ Frederick S. Haddad
	

	 	 	
 
	

	 	Name:
	 	Frederick S. Haddad
	

	 	Title:
	 	Portfolio Manager
	 
	 	 	 	 
	 	 	GOLDENTREE LOAN OPPORTUNITIES II, LIMITED
	 
	 	 	 	 
	

	 	By:
	 	Goldentree Asset Management, LP
	 
	 	 	 	 
	

	 	By:
	/s/ Frederick S. Haddad
	

	 	 	
 
	

	 	Name:
	 	Frederick S. Haddad
	

	 	Title:
	 	Portfolio Manager
	 
	 	 	 	 
	 	 	MONUMENT CAPITAL LTD
	 
	 	 	 	 
	

	 	By:
	/s/ Robert Bayer
	

	 	 	
 
	

	 	Name:
	 	Robert Bayer
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	ALLIANCE CAPITAL FUNDING
	 
	 	 	 	 
	

	 	By:
	/s/ Robert Bayer
	

	 	 	
 
	

	 	Name:
	 	Robert Bayer
	

	 	Title:
	 	Vice President







 









 





	 	 	 	 	 
	 	 	KZH PONDVIEW LLC
	 
	 	 	 	 
	

	 	By:
	/s/ Dorian Herrera
	

	 	 	
 
	

	 	Name:
	 	Dorian Herrera
	

	 	Title:
	 	Authorized Agent